Terms

1. Definitions and Interpretation

The following words and expressions shall have the following meanings:

Confidential Information: All information relating to the business, clients, financial or other affairs of GRANITE and its clients which is not in the public domain.
Data Controller: The entity which determines the purposes and means of the processing of Personal Data.
Data Processor: The entity which processes Personal Data on behalf of the Data Controller.
Data Subject: An identified or identifiable natural person.
Data Protection Legislation: Includes the Irish Data Protection Act 1998, the General Data Protection Regulation (GDPR) (EU 2016/679), the Electronic Communications Data Protection Directive (2002/58/EC), the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003), together with any secondary legislation, order, regulation or instrument made under it and any legislation in the European Union which replaces, supersedes or complements (wholly or in part) the same, and all laws and regulations applicable to the processing of Personal Data.
Insolvent: In the case of either party, the appointment of, or the application for (or other step taken in relation to) the appointment of, a liquidator, provisional liquidator, administrator, administrative receiver, the entering into of a scheme of arrangement or composition for the benefit of creditors generally, any re-organisation, moratorium or other administration involving its creditors or any class of its creditors, the proposal or passing of a resolution to wind it up (other than a voluntary winding-up as part of a reorganisation) or the company becoming unable or being deemed to be unable to pay its debts as and when they fall due within the meaning of section 214 of the Companies Act 1963.
Personal Data Breach: A breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data transmitted, stored or otherwise processed.
Services: The professional services provided by GRANITE, including but not limited to support services, hosting services, digital marketing services, web application development, and branding services, as detailed in specific agreements (e.g., SLA, HA, DMA, SOW).
Service Manager: In respect of each engagement, the individual appointed by each party to oversee the proper performance of the agreement.

2. Services

GRANITE provides a range of professional services, including but not limited to:

Support Services: As outlined in a Service Level Agreement (SLA).
Hosting Services: As outlined in a Hosting Agreement (HA).
Digital Marketing Services: As outlined in a Digital Marketing Agreement (DMA).
Web Application Development: As outlined in a Statement of Work (SOW).
Branding: As outlined in a Statement of Work (SOW).

All services are provided on a non-exclusive basis. GRANITE is responsible for providing all equipment necessary for the performance of its obligations.

3. Service Managers

For each specific engagement, both GRANITE and the client will appoint a suitably experienced individual to act as its respective Service Manager, responsible for day-to-day implementation and communication related to the services. GRANITE's Service Manager will provide guidance on the Services, and while GRANITE agrees to consider reasonable and lawful instructions, the final determination of the manner in which Services are carried out remains with GRANITE.

4. Service Charges

Charges for Services will be as agreed in a Service Level Agreement(s) or, in the case of individual projects, as per a signed Statement of Work. Payment is due as per the terms stated in the relevant invoice or agreement. Any failure by the client to clearly mark project numbers or contract references may lead to processing delays, for which GRANITE shall not be liable.

5. Service Level and Personnel

GRANITE shall provide the Services in a timely manner and in accordance with commercially reasonable industry standards, and with all due care, diligence and skill. GRANITE will ensure a sufficient number of suitably qualified and experienced personnel are dedicated to providing the Services. GRANITE may, at its discretion, replace any staff member providing services with another of at least the same level of skill. GRANITE will ensure that its staff adhere to generally accepted industry standards and any specific client IT policies and procedures where expressly agreed upon and communicated in writing.

6. Arrangements at Client Premises (if applicable)

If services require access to a client's premises, GRANITE and its employees will be granted access during normal business hours or other agreed times. Clients will inform GRANITE personnel of all applicable rules, policies, procedures, and other requirements. GRANITE shall use reasonable efforts to ensure its personnel comply with such requirements. Clients reserve the right to exclude any GRANITE personnel whose conduct breaches client rules, policies, and procedures, provided such exclusion is reasonable and justifiable. GRANITE shall only indemnify clients for any direct loss, liability, or cost arising from wilful misconduct or gross negligence by its personnel at client premises.

7. Change Control

No change to the Services shall be made save in accordance with the express written consent of both parties through a formal change request process.

8. Data Protection

Each party shall comply with all applicable Data Protection Legislation in the performance of its obligations under these Terms. Where GRANITE processes Personal Data on behalf of the client in the provision of Services, GRANITE shall: (a) act only on the documented instructions of the client (the Data Controller); (b) implement appropriate technical and organisational measures to protect Personal Data against unauthorised or unlawful processing and against accidental loss, destruction, or damage; (c) ensure that all personnel authorised to process Personal Data are bound by confidentiality obligations; (d) not transfer Personal Data outside the European Economic Area without ensuring appropriate safeguards are in place; (e) assist the client in meeting its obligations under Data Protection Legislation, including in relation to data subject rights and breach notification; and (f) delete or return Personal Data to the client upon termination of the Services, subject to any legal obligations requiring retention. Where required, the parties shall enter into a separate Data Processing Agreement, which shall take precedence over this clause in the event of conflict.

9. Intellectual Property Rights

Unless otherwise agreed in writing, all Intellectual Property Rights in materials, software, code, designs, and other deliverables created by GRANITE in the course of providing the Services (“Deliverables”) shall vest in GRANITE until full payment of all fees has been received, at which point ownership of the Deliverables shall transfer to the client. GRANITE retains ownership of all pre-existing materials, frameworks, templates, methodologies, and tools developed independently of the client (“Background IP”). GRANITE grants the client a non-exclusive, perpetual licence to use such Background IP solely as incorporated in the Deliverables. Nothing in these Terms transfers ownership of GRANITE’s Background IP or of third-party software, which shall remain subject to their respective licence terms.

10. Confidentiality

Each party undertakes to keep confidential and not disclose to any third party any confidential information received from the other party, except as required by law or with the prior written consent of the other party. Each party agrees to use the other party’s confidential information solely for the purpose of performing its obligations under these Terms and to take reasonable measures to protect such information from unauthorised access or disclosure. The obligations of confidentiality shall survive termination of these Terms for a period of five (5) years.

11. Governing Law and Jurisdiction

These Terms, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them, shall be governed by and construed in accordance with the laws of Ireland. The parties agree that the courts of Ireland shall have exclusive jurisdiction to settle any dispute or claim arising under or in connection with these Terms.

12. Indemnity

The client shall indemnify and hold harmless GRANITE, its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with: (a) the client’s breach of any provision of these Terms or any specific service agreement. (b) any third-party claims arising from the client’s use of the Services or any content provided by the client. (c) any wilful misconduct or negligence by the client or its personnel. GRANITE's aggregate liability under any agreement shall be limited to the total fees paid by the client for the specific Services giving rise to the claim in the twelve (12) months preceding the event. GRANITE shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, or business opportunities, even if advised of the possibility of such damages.

13. Insurance

GRANITE shall arrange and maintain sufficient insurance cover as is commercially reasonable to cover its potential liabilities under any agreement.

14. Commencement, Term and Termination

Individual service agreements shall remain in force indefinitely unless and until terminated sooner in accordance with the terms of that specific agreement. Termination provisions will be detailed in the respective Service Level Agreement, Hosting Agreement, Digital Marketing Agreement, or Statement of Work. 14.1 Termination by Client: A client may terminate an agreement at any time by written notice to GRANITE only under the following circumstances: (a) if GRANITE becomes Insolvent; (b) if GRANITE commits an irremediable material breach of this agreement and fails to remedy such breach within 30 days of being required to do so by written notice given by the client; (c) in circumstances where a specific service agreement explicitly allows for termination with 1 months’ notice, provided all outstanding fees are settled. 14.2 Termination by GRANITE: GRANITE may terminate this agreement at any time by written notice to the client: (a) if the client becomes Insolvent; (b) if the client commits an irremediable material breach of this agreement; (c) if the client fails to make any payment due under the agreement within 30 days of the due date; (d) by 1 months’ notice in writing to the client, for any reason whatsoever, in which instance GRANITE will use commercially reasonable efforts to ensure a smooth transition with any new service provider, subject to the client fulfilling all outstanding obligations. Such notice shall take effect in accordance with its terms.

15. Consequences of Termination

Termination of any agreement, for whatever reason, shall be without prejudice to the rights, obligations, and liabilities of either party then accrued due. Upon termination, the client shall immediately pay all outstanding fees and charges due to GRANITE for Services rendered up to the date of termination, including any fees for services provided during any notice period. GRANITE shall not be obligated to provide further services or transition support until all outstanding payments are received. Sections relating to intellectual property, indemnity, limitation of liability, and data protection shall survive termination of this agreement.

16. Force Majeure

Neither party shall be liable or responsible for any failure or delay in performing its obligations under these Terms where such failure or delay results from an Event of Force Majeure. An “Event of Force Majeure” means any event or circumstance beyond the reasonable control of a party, including but not limited to the unavailability of third-party communication facilities or energy sources, acts of God, governmental acts or omissions, fires, strikes, riots, or war. In such circumstances, the affected party’s obligations shall be suspended for the duration of the Event of Force Majeure, and the time for performance shall be extended accordingly.

Terms of Service